Carousel Boutique makes no announcement of the King's departure as he slips out the same way he arrived: in a silky black mist. Once sufficiently dispersed, he blends in with the morning mists so easily that only a trained weatherpony might notice the difference until the sun truly begins its ascent.

He takes in the scenery, and feels a faint pang of...avarice? No, longing seems more right to him. Avarice leads one to forsake reason in their pursuits. This is simply the fact that something--no, everything that he wants again is laid out for him to see, right here in Ponyville, where fate decreed that he end up. He likens it to a parched stallion, adrift and surrounded by ocean water he cannot drink before shaking his not-very-corporeal head to clear those thoughts; they will not help achieve his goals.

However, he reminds himself that he has allies, and not just a possible trio of mares who will follow him, but another who has pledged support. After all, it's not every millennium that the status quo is shaken up, and it's a spectacle that they both agree--for entirely different reasons--has been overdue for a long, long time.

Unseen, Sombra slips out of sight.

You stir, and for the first time in the last couple of days, the unfamiliar circumstances into which you regain consciousness are not shocking or startling.

It's rather comforting, in fact, and while you've enjoyed the company of a pegasus or two, none before have compared to the sheer warmth and sense of safety that comes with being wrapped up in Fluttershy's wings. You doubt the windigoes of old could pierce through her enveloping embrace. You look up from where your cheek rested against her chest, and meet her teal eyes.

"Eep."

She instantly blushes and looks away, and it's all you can do to not giggle at how adorably shy she is, after holding you through the night. "Good morning," you settle on, a little yawn slurring your words together.

"G-good morning," she echoes, and her wings retract just a little, to your slight dismay. If blankets being pulled off in the morning is a cruelty, then having to leave her wing-hug is very nearly a war crime. "Did you sleep well?"

"Better than...well, ever," you admit, smiling and wrapping your forelegs just a bit more firmly around her.

"Well, um, it is a cloud bed."

You know of these beds: cloudstuff, wrapped in a layer of heavy fabric with thick cord to contain it and give it shape. It isn't a bed of pure cloud and nothing else; only pegasi or those given a cloudwalking charm are privy to that particular pleasure. It still is a heavenly sleeping experience. "I hope you don't mind me saying...the bed's nice, but I don't think it's why I slept so well."

"Eep!"

Oh, dear Luna you try not to giggle, but it proves too much as a tiny one escapes despite your best efforts. This in turn has Fluttershy all but trying to hide within herself, and the wing-hug is a thing of the past. You do however decide that it's not as grievous a loss as you might be making it out to be, after all...

"Sorry, Fluttershy. Like I said last night, though...we are in a kind of herd. I hope you can get more comfortable with all this, because I really did enjoy it. Didn't you?" you prompt.

"Well...y-yes," she admits. "And, um, we'll be doing more, I'm sure. Even, um...that."

Oh, if you only had wings. She has to suffice for reading your expression, which she doesn't do from behind her mane. "I, um...did I by any chance interrupt anything last night?" you wonder aloud.

"I-it's fine, we'll have other chances." An answer without explicitly saying a word. Some guilt wells up at the revelation, but hot on its trail comes excitement as you sense an opportunity.

"I should still make up for that, though. After all...what are friends for?" you propose. Fluttershy has little choice but to look down at you as you shuffle lower in the bed, grinning up at her. Her wings ruffle outward yet again, betraying her desire. As you nuzzle at her chest, you think that maybe an element from your wilder romps might be appropriate here, despite your intents to keep this tame. "I won't make you do anything you don't want to, or won't enjoy...but if anything I do makes you uncomfortable, just say...hm. Say 'distant'," you decide, after a moment. "We can come up with something better later."

"Oh, a safeword."

You judiciously do not mention out loud how impressed or surprised you are that Fluttershy is familiar with the concept of a safeword. Instead, you smile and nod, then press a kiss to her lower stomach, just above her teats. She shivers, and your smile only grows, reaching your eyes as you look up to meet her own. More kisses, soft nibbles, and finally you draw your tongue softly over her coat where it thins to an almost velvety texture. The pegasus above you squeaks once, but it's muffled behind a forehoof held to her muzzle.

You weren't so different with Sombra, were you? It occurs to you to try the same tactic he used on you, and the temptation to hear the delicate creature under you crying out in bliss is a strong one. You instead push that thought aside; right now her comfort and enjoyment take priority over pushing boundaries. If nothing else, her wide eyes still plead for you to continue as she breathes heavily and quickly through her nose, and that proves enough motivation for you to shift to your right and kiss her right on that smooth, hardened nub of flesh.

You can hear her squeal even through her forehoof as her hind hooves and wings both press against the bed, thrusting her up against your muzzle. You don’t disappoint her, turning the soft brush of your lips into a firm, warm suckling, tongue teasing the flesh in short, quick flicks. Each makes her tense under you until she trembles with the effort. Rather than let her overexert herself, you push her down to the bed, a forehoof on each thigh as you dart over to the other nipple, bolder in your attentions this time, leaving it just as glistening as its twin.

"Oh, f-fuck..!"

Your ears snap to attention but you pretend otherwise not to have heard that, instead looking farther downward. If her teats were glistening, her marehood is soaked, and her scent had long been flooding your every breath; it was just so mellow, sweet and subtle that you didn’t realize what you were taking in until your muzzle was right over her slit. You’d have to enjoy this much, much more in the days and nights to come.

Future-Bluebell’s job established, you focus on her fully. Yellow fur fades smoothly around her sex, and if one looked closely when she wasn’t nearly this exposed, the tiny glimpse of pink would blend in with her tail, almost rendering it completely invisible. Now though, with her arousal at its full and her legs spread out before you, the pink is bright and prominent, and begging you to taste the slick flesh.

You do, with a slow and soft lick not daring to push past her outermost folds, earning another loud whine and an attempt to arch off of the bed. You look up at her and she’s no longer biting her hoof, both of them at her sides and gripping at the sheets desperately. Her mouth is unobstructed now, open in quickened panting. She gives a short, sharp nod, and with that permission you grin up at her before sinking farther down and extending your tongue once more, a bit more pressure ensuring that your warm tongue presses against some of her searing-hot intimate flesh.

Her voice rises again, reaching your ears unimpeded, and just knowing how much putty in your hooves your new herdmate is makes you tense with a wave of desire. You keep that to yourself for now, ignoring the temptation to slide a forehoof from her body to your own, and go back for more of her yet again. She seems more and more comfortable, so you let your restraint go a bit more, truly pressing into her this time, feeling her taut walls quivering around your tongue tip.

You are completely and utterly unprepared for that dampened forehoof--the one she’d been biting to stifle her own moans--to come down to rest behind your ear, and gently push forward, encouragingly. She’s blushing so brightly it must almost burn, but she doesn’t falter, or leave any room to misinterpret the meaning. In case there was, she whispers, pleadingly.

“More...”

You almost expect her to add a qualifier, such as “if it’s okay with you”, but it never comes. Maybe she’s trying to see how it feels to live up to the role of alpha mare. Oh, dear Luna it turns you on so much, and you press her down to the bed even harder as your next lick starts from the underside of her dock and never once breaks contact with her until it’s slipped into her far deeper than last time. Her little yelps and gasps provide all the incentive you need to stay inside her almost without pause, your eyes closing and taking in the feel of Fluttershy, committing her body to memory and learning what parts make her squeak even louder.

Ooh, that right there...found you, you sing-song mentally as a little stroke to the front wall of her marehood makes her breath catch in her throat and her dripping passage clamp tightly around your tongue. You’ll remember that, and immediately set to attacking it on every third or fourth stroke, not wanting to overwhelm her as you learn just how to send little jolts of ecstasy through her. Finding what’s too little, and what’s too much.

She almost forms words as you persist, but each time she starts, you find a new place that sets her off, and all you get are fragments, but after a number of false starts--some increasingly harder to make out as a second hoof almost covers your other ear--you understand that you’re about to give her what you unintentionally cheated her out of last night. You pull back for a moment to breathe, licking your lips and oh does she taste divine.

“Cum for me, Fluttershy,” you whisper loudly, feeling her squirm as she hears your voice, and then you’re back inside her, your front teeth smoothly rubbing against her exposed clit as your tongue dances around that sensitive spot deeper inside. It would have been overwhelming too soon, but now it’s the last push she needs before--

Her voice betrays something; you later learn she makes a hobby of singing on the side, and sing she does as her walls clench around you greedily, her juices flowing so copiously that you cannot hope to keep up. You eagerly drink as much from her fountain as you end up wearing on your muzzle, and as she trembles and bucks with a power you’d never suspect from the pegasus, you tease and draw out as much pleasure from her as you can.

You can only keep her ecstatically thrashing for so long until the grip at the back of your head relents (you were in fact so preoccupied with eating her out that you hadn’t considered that she wasn’t going to let you stop until now), and she gives a little nudge in the opposite direction with a trembling forehoof. You relent just a bit, but with one more flick of your tongue, she gasps sharply and on that breath you hear her speak: “D-distant.”

Blushing yourself, you come to a full stop and slide free of her, once again licking your lips. It’s less effective now; you’ll need to clean up proper and you can’t possibly be upset at that. You crawl back up the bed to her side, mindful of her wing, and grin at her, leaving her all the time to catch her breath.

“Sorry, I kinda...kinda got carried away,” you admit, and while she hasn’t lost any of that shade of pink in her cheeks, she can at least meet your eyes.

“It’s...okay,” she replies between pants. “Maybe...n-next time...”

Oh, you are going to enjoy this herd thing.

The bell chimed over your head as you trotted into Sugarcube Corner, looking pretty good for having run the entire distance from the center of Ponyville to the edge of the Everfree, getting turned to stone, getting broken free by the same brow-beaten cockatrice that had put you there, and having a wake-up roll-in-the-hay. Fluttershy apparently paid attention to some of the techniques used at the local spa.

“Sorry about yesterday, Pinkie Pie,” you apologize, coming around to the back of the counter, feeling very refreshed and ready to face your day.

“Oh, it’s fine! We were closed anyway. What happened, anyways?” your very pink boss asks, before bouncing into the kitchen.

You wait for the clatter of bakeware to end before answering. You knew this was going to come up, and between yourself and Fluttershy, you’d hashed out a matching story. At least until Sombra decides otherwise, you’ll both be sticking to it. “Well, you know this neat little pendant? It’s, uh...kind of a gift from a, well, let’s call him a coltfriend. Don’t know where he got it from, and I thought it was one of a kind. And uh, I didn’t see Fluttershy’s too well--it's not the same kind--and I think she got the wrong idea about how I was looking at her. She panicked and...well, you know the rest.”

You turn from the register to find Pinkie Pie staring at you from perhaps a hoof’s width away. Your startled yelp dies on your lips as you feel her gazing somewhere past your eyes, past your mind, and uncomfortably close to your soul.

“Are you suuuuuure that’s what happened? ‘cause my Pinkie Sense told me something else happened last night.”

You’d heard tales of this Pinkie Sense, mostly followed by statements like “it just works” and “don’t question it too much”, none of which gave you any comfort right now. “What did it tell you?” you ask, trying not to sound as scared as you feel.

“It told me that somepony was in real trouble,” she says with a plain voice that manages to be that much more concerning. “That somepony almost...almost didn’t make it home last night.”

Crapbaskets. Again.

“That was me,” you sigh, deciding to wrap the lie with a truth. Hopefully it makes it easier to swallow. “I got to Fluttershy’s house, and I kinda...fell asleep outside.” Cringing at the admission that you, an earth pony, had been outrun by a pegasus who’d never left the ground, you continue. “I woke up when I was attacked. It was a cockatrice.”

Pinkie Pie reels just a little, her interrogation seemingly on hold. “What happened?” she asks just as she had before, but maybe a bit softer this time.

“Fluttershy came out to me after I...couldn’t move anymore.” The shudder is all too real as the memory replays once more, and you wonder if you’ll ever be free of the association. Maybe you’ll just steer clear of the Canterlot Gardens with all those uncomfortably life-like statues. “I couldn’t really see or hear what she did, but...boss, I think she talked the thing down until it was more scared of her than I was scared of it.”

“Aha!” she declares, making you jump again. Had she somehow caught a lie in that? Wait, no, that part was the truth! “So that’s why the next Pinkie Sense was an all-clear!” You exhale. “Well I’ll ask Flutters for all the juicy, fruit-filled details later! We’ve got some hungry ponies to feed today, so let’s get to it!”

You wonder vaguely if Pinkie Pie ever considered a job with the Royal Guard as an interrogator, and firmly resolve never to mention that stray thought to her as you go to unlock the door and flip the sign to declare Sugarcube Corner open for business.

Your trip home is short-lived; you merely acquire your saddlebags, put a few essentials in them, and head out once more. You have an open invitation to stay with Fluttershy once again, and while the memory of the morning interlude was still fresh, more tempting is the completion of the story covering how exactly Sombra managed to get in Fluttershy’s good graces as more than just the survivor of a manticore attack.

You aren’t quite expecting to walk in and find both Sombra and Fluttershy casually relaxing on the couch.

Which is on the ceiling.

King Sombra gives a long-suffering sigh as he rolls his eyes and just keeps them at the apex to look down (up? oh Celestia your head hurts already) at you. “Just walk up the wall. And don’t expect tonight to make much sense.”

“Language!” comes a scolding shout from the kitchen, a male voice you don’t recognize. However, through process of deduction, you have a pretty good idea who that is. Which means if you just approach the wall above-below the bookshelf...

Your mind tells you that you should be dizzy, but no actual vertigo washes over you as your hooves grip the wall, turning your slow trot into a vertical ascent, and then again as you cling to the ceiling with no effort. Stepping around the chandelier, you take a seat by Sombra’s side, and he greets you with a firm tug with a forehoof until you’re at his side.

“I suppose our dear Bluebell would like the rest of the story, yes?” he purrs, and you melt just a little inside as his voice seems to vibrate through you.

“If you’re willing to share, then yes, very much so,” you answer. Then, “Okay, elephant in the room. Why are we on the ceiling, exactly?”

An actual elephant--pink, no less--steps gingerly over the top of the door frame from the kitchen, a tray of cookies balanced precariously on his mismatched tusks, and equally odd eyes containing no end of mirth, both benign and malicious all at once.

Sombra sighs again and rubs his free forehoof against his temple.

Author's Note

So I kinda ended up making myself a liar. The backstory isn't furthered in this chapter. There's a good reason, though! A new element that needed addressed, especially if this little not-quite-resistance-movement was going to be based out of Fluttershy's house.

One does not bed with Kindness without getting to know all of her friends, after all.

More backstory next chapter and maybe even more clop!